The Spider-Girl Chronicles
by Shade Penn
Summary: Remake of The Spider-Woman Memoirs. Penny Parker thought she was the only spider in New York. It turns out she was wrong; from a single mother, to an outcast, all the way to a former Hydra agent; Penny makes some interesting friends.


**AN: This is a tentative remake, so chapters will come whenever I have time for it.**

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><p>Chapter 1<p>

"Hurry up!"

The thief looked at his partner with annoyance as he stepped on the gas pedal, flooring it. "This truck will only go so fast!" he shouted back. "We should be lucky we got away when we did, with how you kept threatening everyone."

The other thief scowled at him and brandished his machine gun. "If you weren't driving, I'd shoot you."

"Huh, I guess there really is no honor among thieves."

The thug in the passenger seat looked up at the front window, where a young woman was peering in, brown hair blowing wildly about with a black ribbed red mask stretched over her face with two blank white eyes and a cheeky grin at her lips. "Spider-Girl!"

The young woman pouted. "Really, is that what I'm still being called? I certainly ain't no _girl_." She huffed, ducking back as the thief shot at the glass.

The driver swerved and felt tempted to whack his partner over the head. "Watch it, I'm driving here!"

"I ain't going to jail, so shut yer trap and keep driving; you just let me take care of the web-head."

A chuckle rang out from beside them and the passenger shot wildly at the window, only for no one to be there. "Web-head, seriously?" The woman questioned from the other window. "I can come up with a dozen names for you two jokers, but I guess I can't expect much creativity when your master plan-" she cut herself off the passenger attempted to shoot the driver side window, with the driver violently protesting. "-is only to rob a bank."

The passenger let out a startled cry as his gun was yanked out of his hands and he was knocked into the dashboard. He let out a woozy grunt as he felt himself get webbed to his seat. "I really hate her."

"Again," the woman said and appeared on the driver side, "why don't you come up with something better?" she questioned and slid her leg into the cabin, knocking the thug away before summersaulting so she was facing the window once more, and stuck both arms into the truck-one shot of webbing binding the second thug to the door while the other web hit the break.

Spider-Girl tilted her head once more, smirking as she heard the sirens approaching. "Looks like it's my time to scat." She said and stood on the armoured van, shooting out a webline from her wrist and swung off while the police caught up with the truck.

Feeling the rush of exhilaration, Spider-Girl almost missed the sound of her watch beeping. _'Aw man,' _she thought to herself, _'looks like I gotta hustle to school.'_

Swinging a bit more rapidly and using the window resistance to her advantage, Spider-Girl swung low into an alley and grabbed the backpack she'd webbed up in her rush to stop the robbery. Landing at the top of a building, Spider-Girl pulled the civilian clothes on over her, took her mask off and pulled her hair back so she wasn't the Amazing Spider-Girl anymore, but unassuming Penny Parker.

Jumping to the next building over, Penny crawled down the wall and peered out toward the crowded school yard, her eyes on the look-out for anyone who might have seen her. Satisfied that she hadn't been spotted, Penny made her way across the street, her eyes searching for any sign of a familiar redhead and blonde.

"Penny!"

Grunting softly from the impact of being nearly tackled, Penny patted her neighbour and long-time friend Mary Jane on the back. "Hey, how was your summer? Your sister still doing okay?"

Mary Jane nodded as pulled back from Penny, but still kept an arm around her shoulder. "She's good," she said smiling. "I almost didn't recognize you; did you do something with your hair?"

Penny raised a brow; taking in how Mary Jane's previously long hair was shortened into a bob-cut. "Funny, I could ask you the same thing."

Mary Jane fluffed the ends of her hair with a brighter smile. "My sister thinks it looks nice, so does Aunt Anna; I was hoping that since I haven't seen you in _forever_ that you'd like it too."

"It's been three months." Penny pointed out sardonically.

"A rather excruciating three months, if you ask me."

Penny peered around May Jane's other shoulder as the third member of their small group walked up. Gwen's own short hair had grown considerably during the summer, and it was being held back by a black headband. "I take it _your_ vacation wasn't what you thought it'd be?"

Gwen snorted, still managing to look prim despite the unattractive lapse in poise. "Oh, it was nice; just incredibly _boring_ after a while." Her eyes gleamed a bit playfully. "I was actually starting to miss you two."

Mary Jane giggled as wrapped her other arm around Gwen, pulling her into their group hug. "Well you won't have to go without anymore. If there's one good thing about school, it's that this year's going to be having the same classes."

Gwen looked a bit rueful. "And here I was thinking that you had broken your co-dependency."

Mary Jane's expression twisted up into a mock look of hurt as she placed a hand over her chest. "From your biting words, I think it's also safe to say _you_ haven't lost your caustic charm."

Penny smiled, but felt a pang of envy that she couldn't be as open as Mary Jane or even as sociable as Gwen. She felt rather like the odd woman out, not sure of whether she was even worthy of having such great friends in the first place. "Don't you think we should get inside? First day back and already late?"

Gwen shook her head as Mary Jane snickered. "Your appearance might have changed, but it's nice to see your personality hasn't."

Penny raised a brow, but was just self-aware enough of the fact she did look different from her previously gawky stature. Though she didn't tower over her friends, she was a good bit taller than them and her hoodie hid most of her body still, it was only logical to assume Gwen must have been referring to her face. "I got contacts; I thought it was time for a change."

"One that I approve of." Mary Jane said and ruffled up Penny's ponytail. "Though if you're going to be such a spoilsport, I guess we can head inside."

"Oh joy." Gwen said flatly, but her expression turned a bit funny. "Almost forgot; what did _you_ do, Penny?"

Shrugging nonchalantly, Penny answered in as much a blasé manner as she could. "Nothing much; just spent the summer doing a...part-time job," she said smiling sardonically, "and spending the rest of it playing video games with Eddie."

Mary Jane chuckled. "The sophomore has time for you? Wouldn't he be too busy with his own thing?"

Penny shrugged once more. "Eddie's always had time for me; we're best friends."

Mary Jane pouted. "What about me? I've known you almost as long as he has."

Her smile turning nervous, Penny tried to placate her friend as quickly as she could. "Yes, you have, but it's…just different with him. Aunt May and," she almost stumbled over the next words, and they still came out a bit stilted, "Uncle Ben didn't become resistant to when you'd want to stay over as we got older."

Mary Jane raised a brow. "So if I started ditching you, then you'd want me back just as badly?"

Penny flushed. "Well, you don't have to say it so bluntly."

"Gee, you two want some time alone?" Gwen questioned. "I'm beginning to think you two forgot about me while you're both getting lost in each other's eyes."

Penny snorted. "No, Gwen, we didn't forget you; but you know how M.J. is." she said and once they entered the school, she broke away from their group to find her new locker. "I'll see you two in class; I gotta go find my locker before anyone recognizes me."

Mary Jane gave her a mock salute while Gwen nodded before they continued on down the hall.

Penny shouldered her bag more securely as she briskly made her way down the hall, being sure to avoid bumping into anyone so not to slow her pace. She glanced down at her watch once she reached her locker, sighing with relief that she still had a few minutes to spare before the bell rang.

"Parker?"

Freezing, Penny knew the only type of people who called her that; the cool kids, who were disdainful to a lowly student like her while ironically willing to associate with her two friends. Peering cautiously around her locker, she tensed for the moment when she'd get pushed in. Though the person wasn't one of her usual tormentors, Penny knew she still had to tread carefully around the big man on campus. "Osborn." She said neutrally.

Harry furrowed his brow, closing the locker beside Penny that left her with a sinking feeling in the pit of her stomach. Her locker was next to _his?_ Of all people? "You look…different, Parker."

"So I've been told." Penny said calmly. "If you'll excuse me, I need to get going or I'm gonna be late for class."

Harry hummed noncommittally. "Seriously, did you do something with your hair?"

'_Unbelievable.'_ Penny thought and resisted the urge to roll her eyes. "You could say that, and you've no doubt noticed I've also got no glasses." She said and once her notebook was in her grasp, she closed her locker and made a break for her homeroom. '_What's with people thinking I got a haircut? Is it that bad?'_ she thought to herself, but shook her head as she took an empty seat near the front, and when Gwen arrived, she took the seat next to her.

"Don't look now, but Sally's giving you the evil eye." Gwen whispered.

Glancing down at her notebook with the pretense of prepping before class, Penny glanced out of the corner of her eye, noticing the glare Sally was giving her. "She's been like that ever since I threw up on her shoes in 2nd grade, how many times do I have to say 'I'm sorry' before she lets it go?"

"While it must suck for you, it was hilarious for the rest of us." Gwen said with a faint smirk.

Penny rolled her eyes. "Yeah, a real barrel of laugh that day was." She grumbled and straightened up when their teacher walked in. Though she could feel the flicking of paper at her back, Penny was determined to ignore it until the bell. '_Only one more year to go, just one more year to go.'_

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><p>Penny rolled her neck around to get rid of the crick as she stepped up into the lunch line. She rubbed the back of her neck as she felt a bit stiff from sitting so still in class. Once the line got going though, Penny grabbed an apple, a tray of fries, and a slice of pizza with a carton of chocolate milk on her way to the table where she and her friends usually sat.<p>

Taking the empty seat next to Mary Jane, Penny forked a few fries before chewing on them, only to watch Mary Jane's eyes widen in disbelief at something over Penny's shoulder. Furrowing her brow, Penny looked up, eyes widening too as she saw Harry standing in front of her.

"Mind if I sit here?"

Gwen, ever-so-composed, replied with a cool, "And why would the rich, popular, and athletic Harry Osborn deign to sit with us? Isn't there literally a seat at the popular table with your name carved into the back?"

Harry shrugged. "Thought I could use a change of scenery," he said and peered down at them, "and the view is so very nice."

While Mary Jane raised a brow, and Gwen narrowed her eyes, Penny flushed and stammered out a, "You can sit down if you want."

Harry took the seat next to Gwen, who continued giving him a suspicious glance as she moved the salad leaves around her plastic carton. "So Parker, you doing anything later?"

Now Mary Jane even looked suspicious. "You hardly ever looked at her, what's with the sudden interest? Just because you noticed how pretty she is doesn't meant she isn't any different than from before."

Penny flushed once more. While touched that her friends cared so much about her, she found it a tad embarrassing that Mary Jane was doing this in the school. "Let me hear Osborn out," she said firmly and looked at Harry with a scrutinizing look on her face. "Though I am curious as to why you would suddenly start speaking to me."

"Well, you're smart." Harry said simply. "So I thought I could hire you as my tutor, what do you say?"

Penny tilted her head, glancing around as she thought he was trolling her. "Me, what about," her lips twisted disdainfully, "what about Debra Whitman? She's a pretty nerd and there was no rumour about you wanting her to tutor you."

Now Harry tilted his head. "Who's Debra Whitman?"

Penny raised a brow, taking into account the fact Mary Jane was snorting, and caught the slight sneer on Gwen's lips. _'Yeah,'_ she thought, silently agreeing with their implicit disbelief, _'he's full of crap.'_ She added and put a bit of thought into how she was going to speak. "It's only the beginning of the year, do you really need help with your homework that badly?" she asked, and narrowed her eyes slightly. "Or is this just some scam because you think I'll do the work for you?"

Harry chuckled, sounding a bit patronizing and it caused Penny to glower at him. "Perhaps I _will_ have to ask Deb, she is after all the smartest girl in school."

Penny's face flushed with indignation, the words coming out before she could stop herself. "That's not what our GPAs say," she said hotly.

"So you _are_ free tonight?" Harry questioned. "Say around six?"

"Yeah." Penny answered, but when Harry smirked, she realized she'd just fallen into a trap. _'Way to go, Parker. You can stare down criminals but you can't even realize you're being set up._ She thought self-deprecatingly. It was like Debra was her blind spot, having been in a fierce rivalry with the self-proclaimed 'queen of the nerds' when they were both freshmen.

"Great, I'm sure you can find your own way to my house then." Harry said and turned his attention to his lunch tray.

Penny felt an awkward silence settle in as she glanced at Mary Jane and Gwen in confusion, not sure of how to handle the fact that Harry was still sitting with them. "What are you still doing here?" she asked bluntly. "Shouldn't you be getting back to your cool table?"

Harry let out another patronizing laugh. "You really call it that?" he questioned incredulously, shaking his head as his chuckles settled down. "Why would I leave after you already said I could sit here? Did you forget that fact or what?"

Penny grimaced, using her plastic fork to pick at her fries as she looked to her friends for support, but they both seemed to be steadfastly avoiding her gaze now. Sinking into her seat, she rubbed the bridge of her nose, bitterly thinking, _'Yeah, way to go.'_

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><p>Hearing her cell ring, Penny stopped once she'd exited the bus that arrived on the corner of Empire State University answered it with a furrowed brow. "Aunt May, is something wrong?"<p>

_"I know you just got out of school, but could you pick up my dry cleaning? I have to work late tonight."_

"No, it's alright." Penny replied. "I'm going to see Eddie, so I'll pick it up on my way home."

_"Thank you, Penny; I'll see you when I get home."_

"Right, later." Penny said and put the phone back into her backpack before she continued on down the sidewalk, biting her lip as she hoped this impromptu visit wasn't going to be a bother. While she naively assumed that university was like high school with no real set of hours in a day and more homework, surely it was more complicated, right?

Shaking her head, Penny walked up the steps of the school and after recalling what dorm room was her friend's, she knocked on his door and bit her lip, hoping this hadn't been a mistake once more.

When the door opened, Eddie looked surprised to see her, but smile almost immediately. "What are you doing here?"

Penny smiled back at him. "Remember, every first day of school we'd talk about how boring the year was gonna be?"

Eddie's smile turned a bit strained. "Yeah, I remember, I just didn't think you would."

Penny blinked, but flushed with embarrassment. "Is this a bad time? I didn't mean to distract you or anything; I just thought we could hang out for a while."

"Why don't you hang out with your other friends?" Eddie questioned reluctantly. "I have a lot of homework I need to do."

"It's only the first day."

"Well, being a sophomore is different than being a freshman." Eddie replied. "Besides, we spent all summer together, wasn't that enough?"

Penny blinked once more, biting her lip nervously. "I guess so." She said and racked her brain for the reason behind this sudden distance. Her eyes widened as it hit her. "Is this because I forgot about your birthday? I promise I'll make it up to you, just tell me what you want."

For a moment, Eddie stared at her a little too intensely, but looked away just as abruptly. "You _can't_ give me what I want."

Penny knitted her brows together, frustration overriding worry. "How can you say I can't get you a present if you won't tell me what it _is? _Is this because money is tight at my house?"

"No, it's not because of that." Eddie said, his own tone matching Penny's frustration. "I just think we spend time apart for a little while-it's not like we need to act like we're in some weird co-dependent relationship or something."

Penny crossed her arms, anger and incredulity coursing through her. How could he stand there and say that _she_ was being clingy? It never escaped her how Eddie would look at Gwen or Mary Jane at times when they'd show up for a movie, or just dinner like they were intruders, and he had the gall to tell _her_ she was the co-dependent one?

"Fine," she snapped, "take all the time you need, it's not like I don't have other friends!" she shouted and stormed off. She grumbled under her breath as she made her way back toward the bus stop after exiting the school. "I can't believe I thought this was a good idea, I should have just gone with Mary Jane and Gwen to get something to eat."

The sound of sirens filled the air and Penny walked several police cars go zooming by and she exhaled slowly, thinking this was the perfect time to go and vent her frustration. While there was no doubt going to be an issue about her in _The Bugle_ tomorrow about how she was the one who attacked the bank, she wasn't about to let these criminals get away.

Ducking into an alleyway, Penny shed her clothing and when she pulled on her mask, she became Spider-Girl once more, taking on the irritating name as _The Bugle_ called her, or rather 'That Spider-Girl Menace.'

Shooting out a web-line from one of her web-shooters, Spider-Girl pulled herself off the ground and began to follow the sirens to a bank, going over the barricade to land on the roof and peered in through the skylight to take in the scene. She kept back a snort at the clothes they were wearing; seriously, who would wear their _normal_ clothes for a heist and not put on a mask? It didn't help that one of them had a head full of bright pink hair.

Spider-Girl sneaked inside, narrowing her eyes as she contemplated who to subdue first. The pinkette was a bit scrawny, so Spider-Girl turned her attention to the hefty woman holding a gun to the teller; she _was_ threatening people.

Crawling closer, Spider-Girl put a finger to her lips when some of the civilians noticed her, and when the pinkette turned towards her, Spider-Girl took a leap at the hefty woman and tackled her to the ground, knocking the gun out of her hands. Aiming her web shooters at the downed woman, Spider-Girl clutched her head when a piercing scream rang through the air, spider-sense blaring.

Feeling the woman shift beneath her, Spider-Girl felt her spider-sense flare being she was flung onto the floor, rolling out of the way when the hefty woman brought her foot, and Spider-Girl stared in disbelief at the crater in the floor, but her eyes widened as blinkers on the boot began to glow and her spider-sense flared once more.

Spider-Girl shot out a web-line to the skylight above her and pulled herself up as the floor shook where she'd been. The pinkette looked up at her, eyes narrowing as she opened her mouth, and Spider-Girl realized where the sonic scream had come from. While she couldn't web her mouth shut as her spider-sense flared, so she was forced to dodge to the left of the skylight while a scream shattered the glass.

_'So she can control the direction of her screams?'_ Spider-Girl thought, and looking down at where the hefty woman had planted her foot against the wall where Spider-Girl was, an idea began to form in her mind. _'First though, get the civilians out.'_

Spider-Girl swung to the other side of the room, causing the hefty woman to whirl around while the pinkette let out another sonic scream at her, and Spider-Girl dropped the floor, crouching as the hefty woman ran at her. Spider-Girl lunged at the woman, feinting as the woman attempted to punch her jaw, and Spider-Girl pulled her into a headlock, waiting for the moment when the pinkette let out another one of her screams.

Feeling her spider-sense flare, Spider-Girl pulled the hefty woman into range before she shot a web-line at the roof and watched the hefty woman clutch her head and sway.

The pinkette gasped, her features contorting with concern. "Poundcakes!" she shouted, and her gaze hardened when she look at Spider-Girl. "You're gonna pay for that."

"Do you know how many people have said that to me?" Spider-Girl quipped, jumping to the floor as the pinkette screamed once more at her, and Spider-Girl webbed her mouth shut with one hand while using her other web-shooter to attach to the pinkette and Spider-Girl pulled her in, throwing her at Poundcakes and knocked them both to the ground.

Looking around at the civilians, Spider-Girl shouted, "Get out of here, now!" She watched the people begin to hurry toward the exit, and Spider-Girl felt her spider-sense flare before the floor underneath her feet shook and a scream had her clutching her head while another seismic shock knocked her to the ground.

Spider-Girl watched the last of the civilians run out of the bank, groaning as her head continued to pound painfully from the ringing still in her ears. Getting back to her feet, Spider-Girl was tackled to the ground and as she was forced to roll over, she saw the pinkette looking triumphantly down at her as she pinned her hands to the ground.

"Not so tough now, are you?"

Spider-Girl narrowed her eyes behind her mask, gritting her teeth. "Maybe you should say that after I'm already dead." She said. "On second thought, please don't let the last thing I see be your awful hair color."

The pinkette's features grew stormy, and when she raised her hand to strike her, Spider-Girl webbed her mouth once more before she tucked in her legs and kicked the woman off her. Poundcakes looked down at her partner, then at Spider-Girl, and used her boots to knock down a wall before slinging her partner over her shoulder and took through the hole.

Spider-Girl saw the bags of money right where Poundcakes left them, and furrowed her brow. Why would she leave the money behind, wasn't that the reason they were there? _'And why would Poundcakes save her partner instead of herself?'_ she questioned, but as she heard the sounds of the police just outside, she knew it was time to get out of there.

Pulling herself through the broken skylight, Spider-Girl began swinging through the city, her mind stuck on the two robbers who got away. Just where did they get their powers? Poundcakes seemed to be from her boots, and the pinkette was the one whose power actually seemed to be a part of her.

_'I'm gonna have to be careful when I deal with them next time._' Spider-Girl thought. She felt a surge of anger at the thought, being reminded of the last time she let a criminal get away. _'It cost me my uncle, I'm not gonna let these women someone _their_ loved one.'_


End file.
